The required majority are in favour of the scheme of arrangement at US$3.35 a share
[SINGAPORE] Shareholders of Mandarin Oriental International on Monday (Dec 8) voted in favour of Jardine Matheson’s move to delist its hotel subsidiary under a scheme of arrangement that values the company at about US$4.2 billion.
The investment company said on Oct 17 that it was moving to take Mandarin Oriental private in a recommended cash offer of US$3.35 per share.
Jardine Matheson’s investment holding company, Jardine Strategic, will acquire the remaining 11.96 per cent of Mandarin Oriental shares it does not already own.
Its offer includes a US$2.75 per share scheme value and a US$0.60 per share special dividend from Mandarin Oriental’s sale of part of Hong Kong commercial development One Causeway Bay (OCB).
The Jardine Matheson offer represents a 53.7 per cent premium to Mandarin Oriental’s net asset value of US$2.18 per share as at Jun 30.
Completion of the acquisition remains subject to the satisfaction or waiver of remaining conditions, including the completion of the US$925 million OCB sale to Alibaba Group and Ant Group, which is expected to occur by Dec 31, 2025.
The court’s sanction of the acquisition at a sanction hearing is also pending.
When completed, Mandarin Oriental will be removed from all the stock exchanges it is listed on, including in Singapore.
In October, Mandarin Oriental said that the partial sale of OCB is part of an asset-light strategy. The group will use the proceeds from the sale to repay borrowings of US$96 million for the construction of the property.
Up to 3 per cent will be retained to fund the remaining construction cost of OCB. Alibaba and Ant Group will also be given US$37 million of the proceeds for planned property enhancements.
In November, Jardine Matheson said its performance for the third quarter of 2025 was “in line with expectations at the half year”.
Mandarin Oriental also posted a “slightly higher” net profit, as a result of an increase in revenue per available room in all regions except South-east Asia, with particularly robust growth in the Middle East and America.
It added that profit guidance for the full year remains unchanged.
Shares of Mandarin Oriental closed flat at US$3.30 on Monday, while those of Jardine Matheson fell 0.1 per cent or US$0.06 to close at US$68.35.
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